ASSIGNMENT
      AND ASSUMPTION OF office lease

     

    THIS
      ASSIGNMENT AND ASSUMPTION OF OFFICE LEASE
      ("Assignment")
      is
      made as of the 30th day of June, 2008, by and between BIOANALYTICAL SYSTEMS,
      INC., an Indiana corporation (hereinafter called "Assignor"),
      and
      ALGORITHME PHARMA USA INC., a Delaware corporation (hereinafter called
      "Assignee"
      and
      together with Assignor, the "Parties").

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      Assignor, BASi Maryland, Inc., a Maryland corporation, Assignee, and Algorithme
      Pharma Holdings, Inc., a Quebec company, have entered into that certain Asset
      Purchase Agreement dated as of June 30, 2008 (the "Purchase
      Agreement");
      and

     

    WHEREAS,
      in
      connection with the Purchase Agreement, Assignor wishes to assign to Assignee
      all of its right, title and interest in that certain Office Lease dated May
      4,
      2007 between 300 W. FAYETTE STREET, LLC, a Delaware limited liability company,
      as Landlord ("Landlord"),
      and
      Assignor, as Tenant (hereafter called the "Lease"),
      and
      Assignee desires to succeed to Assignor's interest in and to the Lease, and
      to
      assume all of the obligations of Assignor under the Lease, arising thereunder
      from and after the Effective Date, all in accordance with and subject to the
      terms contained herein.

     

    NOW,
      THEREFORE,
      in
      consideration of the sum of Ten Dollars ($10.00) and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      Parties, intending to be legally bound, agree as follows:

     

    1. Incorporation
      of Recitals and Defined Terms.
      The
      foregoing Recitals are hereby incorporated into this Assignment and made a
      part
      hereof as though set forth herein verbatim. Any term used herein which is not
      specifically defined herein shall have the meaning ascribed thereto in the
      Lease. For purposes of this Assignment, the term "Effective
      Date"
      shall
      mean the date upon which this Assignment is fully executed by the Parties,
      and
      the Consent of Landlord as set forth in attached Exhibit
      A
      is
      signed and dated by Landlord.

     

    2. Assignment.
      As of
      the Effective Date, Assignor hereby assigns, sells and transfers to Assignee
      the
      entire estate, right, title and interest of Assignor in, to and under the Lease,
      except for (i) claims or rights against the Landlord under the Lease for
      misapplication of funds or refund of amounts overpaid to the extent arising
      out
      of or attributable to the period prior to the Effective Date, and
      (ii) claims or rights for reimbursement, indemnity, contribution or
      subrogation against the Landlord under the Lease to the extent arising from
      or
      attributable to a claim asserted arising out of or attributable to the period
      prior to the Effective Date. 

     

    3. Assumption.
      As of
      the Effective Date, Assignee hereby assumes all of the terms, conditions,
      covenants, agreements and obligations of Assignor under the Lease relating
      to
      events occurring or first accruing from and after the Effective Date. For
      greater certainty, Assignee does not assume any obligations or liabilities
      of
      Assignor arising after the Effective Date that are related to any matter,
      circumstance or default existing prior to or arising as a consequence of the
      closing of the transactions contemplated by the Purchase Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    4. Condition
      Precedent to Assignment.
      As a
      condition to the effectiveness of this Assignment, (a) Landlord shall execute
      and deliver the Consent of Landlord attached hereto as Exhibit
      A;
      and (b)
      the parties to the Purchase Agreement shall have closed their transaction as
      contemplated by the Purchase Agreement.

     

    5. Notices.
      Notices
      to Assignee as tenant under the Lease shall be sent in the manner set forth
      in
      the Lease and shall be effective if sent to Assignee at:

     

    c/o
      Algorithme Pharma Inc.

    575
      Armand - Frappier Blvd

    Laval,
      Quebec, H7V 4B3

    Canada

    Facsimile:
      (450) 973-2801

    Attn:
      Louis Caillé and Nathalie Gagnon

     

    6. Execution
      Authority.
      The
      individuals signing this Assignment on behalf of the Parties respectively
      warrant and represent that they are duly authorized to execute and deliver
      this
      Assignment on behalf of Assignor and Assignee, as appropriate, and to bind
      the
      Parties hereto.

     

    7. Ratification
      of Lease.
      Except
      as otherwise modified or amended by this Assignment, the Lease shall continue
      to
      be and remain unmodified, unamended and in full force and effect in accordance
      with its terms, covenants, conditions and provisions. In the Lease, or any
      instrument, document or other consideration executed or delivered in connection
      therewith, any reference to the term "Lease," shall be deemed and construed
      to
      be a reference to the Lease as amended hereby.

     

    8. Third
      Parties.
      Except
      as otherwise set forth herein, no third party, other than Landlord, shall have
      the benefit of any of the provisions of this Assignment, nor is this Assignment
      made with the intent that any person or entity other than Assignor or Assignee
      shall rely hereon.

     

    9. Limited
      Liability.
      Each
      party hereto expressly understands and agrees that any recovery against the
      other party to which they may be entitled to as a result of any claim, demand
      or
      cause of action that such party may have against the other with respect to
      this
      Assignment shall only be recoverable against the other party pursuant and
      subject to the terms and conditions of the Purchase Agreement.

     

    10. Subject
      to Purchase Agreement.
      This
      Assignment and the assignment and assumption hereunder shall be subject to
      the
      terms and provisions of the Purchase Agreement. In the event of any conflict
      or
      inconsistency between the provisions of this agreement and the provisions of
      the
      Purchase Agreement, the provisions of the Purchase Agreement will
      prevail.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    11. Governing
      Law.
      This
      Assignment shall be governed and interpreted in accordance with the laws of
      the
      State of Indiana notwithstanding the choice of law rules of Indiana or any
      other
      state or jurisdiction.

     

    12. Miscellaneous.
      This
      Assignment may be executed in separate counterparts, each of which when so
      executed shall be an original, but all such counterparts together shall
      constitute but one and the same instrument. The electronic or facsimile
      transmission of a signed counterpart of this Assignment shall be binding upon
      the party whose signature is contained on the transmitted copy. This Assignment
      shall be binding on and inure to the benefit of the Parties hereto and their
      respective successors and assignees. As between Assignor and Assignee, to the
      extent a conflict exists between the terms of this Assignment and the Lease,
      the
      terms of this Assignment shall control, but nothing in this Assignment or the
      Purchase Agreement shall be binding on Landlord, until and unless Landlord
      executes and delivers the Consent of Landlord set forth in
      Exhibit A
      attached
      to and made a part of this Assignment, but then only to the extent set forth
      in
      such Consent of Landlord.

     

    [The
      rest
      of this page is left intentionally blank.]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      Assignor and Assignee have executed this Assignment and Assumption of Office
      Lease as of the day and year first above written.

     

    
      	 	
              ASSIGNOR:

            
	 	 	 	 
	 	
              BIOANALYTICAL
                SYSTEMS, INC., 

            
	 	
              an
                Indiana corporation 

               

            
	 	 	 	 
	 	
              By:
                

            	
              /s/
                Richard M. Shepperd

            	 
	 	 	
              Richard
                M. Shepperd, President &

            
	 	 	
              Chief
                Executive Officer

            
	 	 	 	 
	 	 	 	 
	 	
              ASSIGNEE:

            
	 	 	 	 
	 	
              ALGORITHME
                PHARMA USA INC., 

            
	 	
              a
                Delaware corporation

            
	 	 	 	 
	 	 	 	 
	 	
              By:
                

            	
              /s/
                Louis Caillé

            	 
	 	 	
              Louis
                Caillé, Authorized Signatory

            
	 	 	 	 
	 	 	 	 
	 	
              By:
                

            	
              /s/
                William Blackburn

            	 
	 	 	
              William
                Blackburn, Secretary

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    [Signature
      Page to Assignment and Assumption of Office Lease.]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT A

     

    CONSENT
      OF LANDLORD TO ASSIGNMENT AND ASSUMPTION 

    OF
      OFFICE LEASE

    


    THIS
      CONSENT OF LANDLORD TO ASSIGNMENT AND ASSUMPTION OF OFFICE LEASE
("Consent
      Agreement")
      is
      entered into as of June 27, 2008, by and among 300
      W. FAYETTE STREET, LLC, a
      Delaware limited liability company as Landlord, ("Landlord"),
      BIOANALYTICAL
      SYSTEMS, INC.,
      an
      Indiana corporation, (hereinafter called "Assignor"),
      and
ALGORITHME
      PHARMA USA INC.,
      a
      Delaware corporation (hereinafter called "Assignee").

     

    RECITALS

     

    
      	 	
              A.

            	
              Landlord,
                as Landlord, and Assignor, as Tenant, are parties to that certain
                lease
                agreement dated May 4, 2007 (the "Lease")
                pursuant to which Landlord has leased to Assignor certain premises
                containing approximately forty-six thousand (46,000) rentable square
                feet
                (the "Premises")
                located at 300-306 W. Fayette Street, Baltimore, Maryland (the
                "Building").

            


    

     

    
      	 	
              B.

            	
              Assignor
                and Assignee have entered into that certain Assignment and Assumption
                of
                Office Lease agreement dated June 27, 2008 to which this Consent
                Agreement
                is attached as Exhibit A (the "Assignment")
                pursuant to which Assignor has agreed to assign to Assignee the
                Premises.

            


    

     

    
      	 	
              C.

            	
              Assignor
                and Assignee have requested Landlord's consent to the
                Assignment.

            


    

     

    
      	 	
              D.

            	
              Landlord
                has agreed to give such consent upon the terms and conditions contained
                in
                this Agreement.

            


    

     

    NOW,
      THEREFORE, in
      consideration of the foregoing preambles which by this reference are
      incorporated herein and other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, Landlord hereby consents to the
      Assignment subject to the following terms and conditions, all of which are
      hereby acknowledged and agreed to by Assignor and Assignee:

     

     

    
      	 	
              1.

            	
              Assignment
                Agreement.
                Assignor and Assignee hereby represent that a true and complete copy
                of
                the Assignment is what this Consent Agreement is attached to, and
                Assignor
                and Assignee agree that the Assignment shall not be modified without
                Landlord's prior written consent, which consent shall not be unreasonably
                withheld.

            


    

     

    
      	 	
              2.

            	
              Representations.
                Assignor hereby represents and warrants that Assignor has full power
                and
                authority to assign the Premises to
                Assignee.

            


    

     

    
      	 	
              3.

            	
              Indemnity
                and Insurance.
                Assignee hereby assumes as and from the date hereof, with respect
                to
                Landlord, all of the Indemnity and Insurance obligations of the Assignor
                under the Lease with respect to the Premises, provided that the foregoing
                shall not be construed as relieving or releasing Assignor from any
                such
                obligations.

            


    

     

    
      	 	
              4.

            	
              No
                Release.
                Nothing contained in the Assignment or this Consent Agreement shall
                be
                construed as relieving or releasing Assignor from any of its obligations
                under the Lease, it being expressly understood and agreed that Assignor
                shall remain liable for such obligations notwithstanding anything
                contained in the Assignment or this Consent Agreement or any subsequent
                assignment(s), sublease(s) or transfer(s) of the interest of the
                tenant
                under the Lease. Landlord is not a party to the Assignment and,
                notwithstanding anything to the contrary contained in the Assignment,
                is
                not bound by any terms, provisions, representations or warranties
                contained in the Assignment.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              5.

            	
              No
                Transfer Without Consent.
                Assignee shall not sublease the Premises, assign its interest as
                the
                Assignee under the Assignment or otherwise transfer its interest
                in the
                Premises or the Assignment to any person or entity without the written
                consent of Landlord, which consent shall not be unreasonably delayed
                or
                withheld. However, Landlord need not review any request for such
                consent
                unless and until it receives One Thousand Five Hundred Dollars ($1,500)
                to
                defray its expenses related to the review and documentation of such
                requested transfer.

            


    

     

    
      	 	
              6.

            	
              Lease.
                The parties agree that the Assignment is subject and subordinate
                to the
                terms of the Lease.

            


    

     

    
      	 	
              7.

            	
              Payments
                Under the Assignment.
                The parties agree that all Base Rent and Additional Rent will be
                paid
                directly to Landlord by Assignee.

            


    

     

    
      	 	
              
                8.

              

            	
              Authority. Each
                signatory of this Consent Agreement represents hereby that he or
                she has
                the authority to execute and deliver the same on behalf of the party
                hereto for which such signatory is
                signing.

            


    

     

    
      	 	
              9.

            	
              Guaranty.
                This Consent Agreement is expressly contingent upon obtaining Algorithme
                Pharma Holdings, Inc.'s guaranty of Assignor's obligations under
                the Lease
                as described in the Guaranty of Assignment of Lease attached hereto
                as
                Exhibit
                B.

            


    

     

    
      	 	
              10.

            	
              Limitations
                on Assignor Liability.
                Assignor shall not be relieved of liability under the Lease except
                with
                respect to any liability incurred in connection with (i) an exercise
                by
                Assignee of the Renewal Option set forth in Section 1(c) of the Lease,
                if
                any, (ii) Assignee's lease of additional storage space not already
                leased
                by Assignor pursuant to Section 1(d) of the Lease, (iii) an exercise
                by
                Assignee of a Right of First Offer described in Section 39 of the
                Lease,
                if any, or (iv) an amendment of the Lease not consented to by the
                Assignor.

            


    

     

    
      	 	
              11.

            	
              Signatures.
                This Agreement may be executed to multiple original or facsimile
                counterparts, each of which shall be deemed an original and all such
                counterparts taken together shall be deemed to constitute and the
                same
                instrument.

            


    

     

     

    [SIGNATURES
      ARE ON THE FOLLOWING PAGE.]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      Landlord, Assignor and Assignee have executed this Consent Agreement as of
      the
      date set forth above.


    

      
        	
                WITNESS
                  or ATTEST:

              	 	
                LANDLORD:

              	 
	 	 	 	 	 	 	 
	 	 	
                300
                  W. FAYETTE STREET, LLC,

              
	 	 	
                a
                  Delaware limited liability company

              
	 	 	 	 	 	 	 
	 	 	
                By:

              	
                KFD
                  Fayette Street, LLC, 

              
	 	 	 	
                a
                  Delaware limited liability company,

              
	 	 	 	
                its
                  Managing Member 

              
	 	 	 	 	 	 	 
	 	 	 	
                By:

              	
                The
                  Kevin F. Donohoe Company, Inc.

              
	 	 	 	 	
                a
                  Pennsylvania corporation,

              
	 	 	 	 	
                its
                  Managing Member

              
	 	 	 	 	 
	
                     
                  

              	 	 	 	
                By:

              	
                      
                  

              	 
	 	 	 	 	 	
                Henry
                  B. Glover, Jr.

                Vice
                  President

              


      



     

    
      	 	
              ASSIGNOR:

            
	 	 
	
              WITNESS:

            	
              BIOANALYTICAL
                SYSTEMS, INC.

            


    

    

      	
                    
                

            	 	
              By:

            	     
	 
	 	 	 	
              Name:

            	     
	 
	 	 	 	
              Title:

            	     
	 


    

     

     

    
      	 	
              ASSIGNEE:

            
	 	 
	
              WITNESS:

            	
              ALGORITHME
                PHARMA USA, INC.

            


    

     

     

    
      	
                    
                

            	 	
              By:

            	     
	 
	 	 	 	
              Name:

            	   
	 
	 	 	 	
              Title:

            	    
	 


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      A

     

    


    ASSIGNMENT

     

    (to
      be attached)

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      B

    


    


    GUARANTY

     

    (to
      be attached)